We do not believe that senior management is able to forecast its business with any semblance of accuracy

and this has cost shareholders as management and the board have made spending decisions based on their

incorrect forecasts. Mr. Snyder and Mr. Peterson have repeatedly stated that the Company is spending in

order to grow and that they believe ASUR can be a $30-40 million revenue company in just a few years.

Management has repeatedly promised impressive results and failed to deliver. At this point Red Oak

believes it unwise to trust shareholder equity to Management and the incumbent Board’s direction. For

perspective, we include examples across many years’ forecasts during ASUR’s earning calls as opposed

to just a few:

* In ASUR’s Q4, 2003 earnings conference call, Chief Financial Officer Jay Peterson indicated that

ASUR believed it could achieve $40-50 million in annual software revenues in three to four years

“based on early optimism from large enterprise customers and assuming just a little help from the

economy.” Although the economy offered significant help from late 2003 through the next three

to four years, ASUR’s software revenues are and were well under even $20 million (let alone

$40-50 million), inclusive of the revenue acquired in 2007 by buying iEmployee, which,

according to ASUR’s amended 10-K for the fiscal year ended July 31, 2008, generated more than

$5.3 million in revenues from August 1, 2006 through July 31, 2007.

* In ASUR’s Q1, 2004 conference call, CEO Richard Snyder reaffirmed “our previous guidance of

6 to $7 million in software revenue for this current fiscal year.” In contrast, ASUR generated just

$3 million in software revenue in fiscal 2004 despite help from a very strong economy.

Additionally, in the same call Mr. Snyder reaffirmed “between $40 to $50 million in annual

software revenues in the next three to four years.” He also added that “we believe that we can

manage expenses to be flat, while also expending approximately $300,000 on Sarbanes Oxley

related requirements over the next several quarters.” Expenses increased from $16 million to $23

million from 2003 to 2004.

* In ASUR’s Q1, 2006 call, Jay Peterson claimed that “we have line of site to EBITDA profitability

this fiscal year.” 2006 reported EBITDA was negative $3.9 million, again despite a strong year

in the economy. In the same call, Richard Snyder claimed “we’ll continue to look at a dividend

or perhaps a stock buyback, and after that, we’ll continue to look at the ability to invest some of

that for the growth of our software business.” No share repurchases or cash dividend were ever

effected after this date yet the Company continued a substantial cash spend, followed by an

acquisition which cost ASUR more than 2x its current market capitalization.

* In ASUR’s Q2, 2006 call, Mr. Snyder stated “with regard to expenses as we mentioned, this is the

lowest, we’ve gotten the expenses down to the lowest point, really, in the Company’s history,

minus depreciation, and we believe that there is still room to continue to scrutinize those expenses

and get them down.” For reference, expenses never went lower than that quarter.

* In ASUR’s Q4, 2007 call, Mr. Peterson claimed “our overall spending excluding iEmployee will

significantly decrease due to the conclusion of the 746 trial” and that “we believe we will

generate $12 million in revenue this year and will generate cash in the second half of this fiscal

year.” Operating expenses declined for only one quarter before increasing materially every

quarter thereafter. The Company generated just $10 million in revenue (nearly 20% below its

forecast), and the Company burned $2.7 million in operating cash flow in the second half of the

fiscal year as opposed to generating cash.

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* In ASUR’s Q1, 2008 call, Mr. Peterson confirmed “we believe we will generate $12

million in revenue this year.” ASUR generated just $10mm in revenues in 2008. He also

claimed “we have line of site to EBITDA profitability this fiscal year.” ASUR reported a

$5 million EBITDA loss for fiscal 2008.

* In the same Q1, 2008 call, Mr. Snyder stated “I think your $20 million figure for 2009 is

certainly one we have on the books.” Based on the latest 10-Q, 2009 revenues are

running at approximately 50% of this estimate.

* In

ASUR’s Q1, 2008 call, Mr. Peterson confirmed “we believe we will generate $12

million in revenue this year.” ASUR generated just $10mm in revenues in 2008. He also

claimed “we have line of site to EBITDA profitability this fiscal year.” ASUR reported a

$5 million EBITDA loss for fiscal 2008.

* In the same Q1, 2008 call, Mr. Snyder stated “I think your $20 million figure for 2009 is

certainly one we have on the books.” Based on the latest 10-Q, 2009 revenues are

running at approximately 50% of this estimate.

* In ASUR’s Q3, 2008 call, Mr. Peterson claimed “we plan on generating cash, that is EBITDA

profitability in fiscal year 2009.” The operating loss through the first three quarters of FY 2009 is

nearly $5 million.

* In ASUR’s Q1, 2009 call, Mr. Peterson indicated “we were “anticipating or planning to be

EBITDA profitable in our July quarter of this year.” For reference, ASUR reported a $1.4 million

operating loss in its April quarter and claimed they would be EBITDA breakeven by the end of

the year, not profitable. During an April 27 meeting, when Red Oak asked them to explain their

$5.5 million run-rate loss if - as they claimed -both software businesses were breakeven to

profitable on their own and there were $1 million in excess costs, ASUR’s CFO Jay Peterson

could not explain a $3-4 million/year discrepancy, nor could CEO Richard Snyder nor either of

ASUR’s directors present at the meeting. Specifically, they are currently losing $5.5mm/year on

a run-rate basis according to the last financial information released.

* In ASUR’s Q2, 2009 call, ASUR’s CFO Jay Peterson stated that $3 million per quarter in

revenues would equate to EBITDA breakeven. However, in ASUR’s Q3, 2009 earnings, ASUR

reported $2.4 million in revenue and a $1.2 million EBITDA loss, or $4.8 million annualized.

With ASUR earning under 80% in gross margin, an additional $600,000 in revenues (to reach $3

million per quarter) would have added roughly $480,000 in gross margin per quarter. Even

assuming no added sales commission expenses and that ASUR could eliminate $1 million in

public company costs (as management claimed it would during their failed go-private effort),

ASUR would report an excess of $3.3 million in annual EBITDA loss.

ASUR’s forecasts have continually been wrong, and cash continues to decline at a rapid rate reflecting the

true losses management is generating, including a $1 million cash burn in the most recent April 2009

quarter. Yet the incumbent board has announced no action to reverse these trends.